Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal


           Year.

At the Annual Meeting of Stockholders of Farmer Bros. Co., a Delaware corporation (the "Company"), held on January 12, 2023 (the "Annual Meeting"), the stockholders of the Company approved the Second Amended and Restated Certificate of Incorporation of the Company (the "Certificate"), which clarifies the completion of the de-classification of the board of directors of the Company (the "Board"), allows for the removal of directors by stockholders with and without cause, and removes references to the Company's fully redeemed Series A Convertible Participating Cumulative Perpetual Preferred Stock, par value $1.00 per share.

The foregoing description of the Certificate is qualified in its entirety by reference to the full text of the Certificate attached as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 5.07. Submission of Matters to a Vote of Security Holders.

At the Annual Meeting, the stockholders of the Company: (i) elected Allison M. Boersma, Stacy Loretz-Congdon, D. Deverl Maserang II, Christopher P. Mottern, David A. Pace, Alfred Poe, Bradley L. Radoff, John D. Robinson and Waheed Zaman to serve as directors of the Company for a one-year term of office expiring at the Company's 2023 Annual Meeting of Stockholders and until their successors are elected and duly qualified; (ii) approved the Certificate; (iii) ratified the selection of Grant Thornton LLP ("Grant Thornton") as the Company's independent registered public accounting firm for the fiscal year ending June 30, 2023; and (iv) approved, on an advisory (non-binding) basis, the compensation paid to the Company's named executive officers.

As of the close of business on November 17, 2022, the record date for the Annual Meeting, there were 19,544,682 shares of Common Stock, par value $1.00 per share ("Common Stock"), outstanding, with each share of Common Stock entitled to one vote. The holders of 17,117,443 shares of Common Stock were present in person or represented by proxy during the Annual Meeting.

Set forth below, with respect to each such proposal, are the number of votes cast for, against, withheld or number of abstentions and number of broker non-votes.

Proposal No. 1 - To elect nine (9) directors to the Board for a one-year term of office expiring at the Company's 2023 Annual Meeting of Stockholders and until their successors are elected and duly qualified:



                                             BROKER

DIRECTOR NOMINEE FOR WITHHOLD NON-VOTES

Allison M. Boersma 14,302,927 605,757 2,208,759

Stacy Loretz-Congdon 14,204,590 704,094 2,208,759 D. Deverl Maserang II 13,394,371 1,514,313 2,208,759 Christopher P. Mottern 13,078,996 1,829,688 2,208,759

David A. Pace      12,555,309 2,353,375 2,208,759
      Alfred Poe       12,055,617 2,853,067 2,208,759
  Bradley L. Radoff    13,112,663 1,796,021 2,208,759
   John D. Robinson    12,009,825 2,898,859 2,208,759
     Waheed Zaman      13,440,576 1,468,108 2,208,759

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Proposal No. 2 - To approve the Certificate:



                              BROKER
   FOR      AGAINST  ABSTAIN NON-VOTES
13,626,534 1,143,198 138,952 2,208,759

Proposal No. 3 - To ratify the selection of Grant Thornton as the Company's independent registered public accounting firm for the fiscal year ending June 30, 2023:



                              BROKER
   FOR      AGAINST  ABSTAIN NON-VOTES
16,029,896 1,084,765  2,782      -

Proposal No. 4 - Advisory (non-binding) vote to approve the compensation paid to the Company's named executive officers:



                             BROKER
   FOR     AGAINST  ABSTAIN NON-VOTES
9,999,014 4,799,352 110,318 2,208,759

Item 9.01. Financial Statements and Exhibits.





(d) Exhibits



Exhibit No.                              Description

    3.1     Second Amended and Restated Certificate of Incorporation

    104     Cover Page Interactive Data File (embedded within the Inline XBRL
            document).

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